Common use of Liability to Company Clause in Contracts

Liability to Company. No Member or officer of the Company or any of their respective affiliates, or any employee, director, officer, agent, shareholder, limited partner, member or general partner of the foregoing, shall be liable, responsible or accountable in damages or otherwise to the Company by reason of acts, omissions or errors in judgment, except for acts, omissions or errors in judgment that are found by a court of competent jurisdiction to be the result of such person’s fraud, gross negligence or willful misconduct. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 7.01 shall not be construed so as to relieve (or attempt to relieve) a person of any liability, to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 7.01 to the fullest extent permitted by law.

Appears in 12 contracts

Samples: Operating Agreement (PJC Manchester Realty LLC), Limited Liability Company (PJC Manchester Realty LLC), Limited Liability Company Operating Agreement (PJC Manchester Realty LLC)

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Liability to Company. No Member or officer of Neither the Company or any of their respective affiliatesMember, or nor any employee, director, officer, agent, shareholder, limited partner, member partner or general partner of the foregoingMember, nor any member of the Board of Directors shall be liable, responsible or accountable in damages or otherwise to the Company by reason of acts, omissions or errors in judgment, except for acts, omissions or errors in judgment that are found by a court of competent jurisdiction to be the result of such person’s fraud, gross negligence or willful misconduct. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 7.01 shall not be construed so as to relieve (or attempt to relieve) a person of any liability, to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 7.01 to the fullest extent permitted by law.

Appears in 1 contract

Samples: Limited Liability (Northern Tier Retail LLC)

Liability to Company. No Member or officer of the Company or any of their respective affiliatesMember, or nor any employee, directorDirector, officer, agent, shareholder, limited partner, member partner or general partner of a Member, nor any member of the foregoing, Board of Directors shall be liable, responsible or accountable in damages or otherwise to the Company by reason of acts, omissions or errors in judgment, except for acts, omissions or errors in judgment that are found by a court of competent jurisdiction to be the result of such person’s fraud, gross negligence or willful misconduct. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 7.01 shall not be construed so as to relieve (or attempt to relieve) a person of any liability, to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 7.01 to the fullest extent permitted by law.

Appears in 1 contract

Samples: Limited Liability (Northern Tier Energy LLC)

Liability to Company. No Member or officer of the Company or any of their respective affiliatesCompany, or any employee, director, officer, agent, shareholder, limited partner, member partner or general partner of the foregoinga Member, shall in such capacity be liable, responsible or accountable in damages or otherwise to the Company or the other Members by reason of acts, omissions or errors in judgment, except for acts, omissions or errors in judgment that are found by a court of competent jurisdiction to be the result of such person’s fraud's gross negligence, gross negligence willful misconduct or willful misconductbad faith. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 7.01 9.01 shall not be construed so as to relieve (or attempt to relieve) a person of any liability, to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 7.01 9.01 to the fullest extent permitted by law.

Appears in 1 contract

Samples: Limited Liability (Memc Electronic Materials Inc)

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Liability to Company. No Member or officer of the Company or any of their respective affiliates, or any employee, director, officer, agent, shareholder, limited partner, member or general partner manager of the foregoing, shall be liable, responsible or accountable in damages or otherwise to the Company by reason of acts, omissions or errors in judgment, except for acts, omissions or errors in judgment that are found by a court of competent jurisdiction to be the result of such person’s fraud, gross negligence or willful misconduct. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 7.01 shall not be construed so as to relieve (or attempt to relieve) a person of any liability, to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 7.01 to the fullest extent permitted by law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Nationstar Sub2 LLC)

Liability to Company. No Member or officer of Neither the Company or any of their respective affiliatesMember, or nor any employee, director, officer, agent, shareholder, limited partner, member partner or general partner of the foregoingMember, shall be liable, responsible or accountable in damages or otherwise to the Company or any other persons by reason of acts, omissions or omissions, errors in judgment, except for acts, omissions or errors in judgment that are found by a court of competent jurisdiction to be the result of such person’s fraud, gross negligence or willful misconductotherwise. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 7.01 6.01 shall not be construed so as to relieve (or attempt to relieve) a person of any liability, liability to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 7.01 6.01 to the fullest extent permitted by law.

Appears in 1 contract

Samples: Limited Liability Company (Westlake PVC Corp)

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